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SECTION 8 COMPANY

Section 8 Company Registration

Section 8 company registration means a non-profit organization that is registered under the Companies Act 2013. The central government may issue a license if it is satisfied that the objects of the company are promoting the arts, sports, science, culture, education, religion, etc. and apply its profits for promoting the objects of the company and prohibited for distributing the profit as a dividend to their members.

Section 8 company registration can be done under this act without using the word “Limited” or “Private Limited” as the case may be and enjoy all the rights and obligation of a limited company and it is exempt for the minimum capital requirement and exempt from stamp duty on registration of MOA and AOA of the company. Section 8 company shall not alter its MOA and AOA without the prior permission of the Central Government. Section 8 company may be converted into another company as per the provision of Companies Act, but it shall not be converted into a one-person company.

Central government may revoke its license if it is satisfied that section 8 company registration is not complying the provision of companies act, on revocation of license Registrar shall on an application withdraw all the exemptions which is enjoyed by the section 8 company and put the word “Limited” or “Private Limited” as the case may be in the last of the name of the company.

For incorporation of section 8 company minimum, 2 directors (Private company) or 3 directors (Public company) are required.

A firm can be a member of section 8 company.

Section 8 Company Registration

Basic Features to Read before starting Section 8 Company Registration:

1. Incorporation of Section 8 Company:

MCA provides the facility for the incorporation of section 8 company. For incorporation firstly apply for name through RUN (RESERVE UNIQUE NAME) on the MCA portal. After the availability of name from ROC, we should file incorporation form i.e. Spice 32, INC 33(for eMOA), INC 34(for eAOA), and attach various required documents for incorporation of section 8 in Spice 32.

Apply For Name Through RUN Web Form

For incorporation of section 8 company firstly we should check the availability of name on the MCA portal after that we should apply for name through RUN web form on the MCA portal along with fee RS.1,000. On submission of the RUN web form, MCA personnel should check that the name is unique and not similar to other existing companies and trademark. After that, if the name is unique and not similar than MCA personnel reserve the name for the company and intimate through e-mail. After the reservation of name, we should incorporate the company within 20 days from the date of approval.

Director Identification Number

Every person who wants to become a director in a company shall have a valid Director Identification Number (DIN).  For obtaining DIN he/she shall make an application in form DIR-3 or in Spice.

Make application in Spice form for incorporation

  • For the incorporation of the company, we should make an application in the Spice form. In case incorporation of the company having more than 7 subscribers or any of the subscribers of MOA and AOA a signing a place outside India than MOA and AOA shall be file along with Spice form i.e. INC32. Or in case a company has less than 7 subscribers we should file INC 33(eMOA) and INC34 (eAOA).
  • In SPICe, we can avail DIN up to 3 directors, name reservation, incorporation of a company, allotment of PAN and allotment of TAN with the help of Form SPICe. Maximum 3 directors particulars are allowed in the SPICe Form.
  • There is no requirement to file Form INC-22 in a case the registered office address is the same as the correspondence registered address of the company.

2. Annual filling of Section 8 Company:

There are some mandatory compliances that Section 8 Company must ensure.

  • Minimum 4 Board Meeting to be held in every Financial year.
  • Appointment of Auditor in Form ADT-1.
  • Hold Annual General Meeting every year within 6 months from the closing of the Financial Year. And first AGM to be held within 9 months from the closing of the first Financial Year.
  • File Financial Statement in Form AOC-4 within 30 days of holding of Annual General Meeting.
  • File Annual Return in Form MGT-7 within 60 days of holding of Annual General Meeting.
  • Statutory Audit of Accounts audited by Chartered Accountant at the end of the Financial Year.

3. Documents required for Section 8 Company Registration:

Some important document required for section 8 company:

  1. Utility bill of registered office not older than 2 months.
  2. Bank statement of all subscribers and directors for their residential proof, further It should not be older than 2 months (Optional attachment- the electricity bill, telephone bill, mobile bill)
  3. All documents should be scanned in a legible format and the size of per document does not exceed 30 Kb.
  4. Aadhar card, PAN card of all subscribers and directors in a legible format.
  5. Rent agreement for registered office.
  6. No objection certificate from the owner of the registered office.
  7. Driving license/ Passport/ Voter Identity Card of all subscribers and directors for identity proof.
  8. Memorandum of Association.
  9. Article of Association.

4. Benefits for Section 8 Company:

  • There is no minimum capital requirement.
  • Exempt from stamp duty on registration of MOA and AOA of the company.
  • Many privileges and exemptions under the Company Laws.
  • Section 8 Companies are exempted from the requirement of appointment of independent directors and all the consequential provisions relating to Independent directors under section 149(1) of the Companies Act, 2013.
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FREQUENTLY ASKED QUESTIONS ON SECTION 8 COMPANY

1. What is the object for which section 8 company is formed?

As per the provision of the Companies Act, 2013 section 8 company shall be formed for the objects of promoting the arts, sports, science, culture, education, religion, etc.

2.Can section 8 company alter its MOA, AOA?

Yes, section 8 company alter its MOA, AOA with the permission of central government.

3.Can the license of section 8 company is revoked by the Central Government?

Yes, central government revoke the license of section 8 company if CG satisfied that section 8 company is not comply the provision of companies act and distribute the profit of the company as a dividend to the members.

4.Can Section 8 company distribute their profit to the members of the company?

No, as per the prescribed rules of the Companies Act, prohibits section 8 company to distribute their profit to the members as a dividend

5.Is it compulsory for section 8 company to use the word “Pvt Ltd” or “Ltd” at the end of the name?

No, Section 8 company can be registered under this act without using the word “Limited” or “Private Limited”.

6.Can section 8 company convert into another company?

Yes Section 8 Company can be converted into another section 8 company who has same object.

7.Who is authorized to issue license to the section 8 company for incorporation?

Registrar of Companies of respective jurisdiction are delegated with the power of Central Government to issue license to Section 8 Companies. For obtaining license application should be made in Form INC-12.
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